CONVERSION
      AGREEMENT


     

    THIS
      CONVERSION AGREEMENT (the
      “Agreement”)
      is
      entered into on this 30th
      day of
      June, 2008 (the “Effective
      Date”),
      by
      and between WLG Inc., a Delaware corporation (the “Company”),
      and
      Christopher Wood, with respect to the conversion into equity by Mr. Wood, of
      certain outstanding Loans (as defined below) previously made by Mr. Wood to
      the
      Company.

     

    RECITALS

     

    A. Mr.
      Wood
      has made loans to the Company of U.S. $1,700,000 (the “Loans”).

     

    B. The
      Company requested Mr. Wood and Mr. Wood agreed to convert the principal amount
      of such Loans into 1,700,000 shares of the Company’s 12% Series B Convertible
      Preferred Stock (the “B
      Shares”),
      which
      B Shares have the terms set forth in the Certificate of Designations,
      Preferences and Rights of Series B Convertible Preferred Stock of WLG Inc.,
      annexed hereto as Exhibit
      1
      (the
“Certificate
      of Designations”).

     

    AGREEMENT

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing facts, the mutual promises of the parties
      contained herein and other good and valuable consideration the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, hereby agree as follows:

     

    1. Conversion
      of Loans.
      Not
      later than ten (10) days following the date that the Certificate of Designations
      is accepted for filing with the Secretary of State of the State of Delaware,
      the
      Company will cause to be delivered to Mr. Wood one or more certificates
      representing the B Shares into which the $1,700,000 of Loans shall be converted
      pursuant to this Agreement. The Company agrees to file immediately upon
      execution of this Agreement by the parties hereto, the Certificate of
      Designations.

     

    2. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to Mr. Wood that it has taken all
      necessary corporate action to authorize the execution and delivery of this
      Agreement, and that this Agreement, once executed and delivered, will upon
      the
      Effective Date be a valid and binding agreement of the Company enforceable
      against the Company in accordance with its terms. The B Shares, when issued
      in
      exchange for the Loans, shall be duly authorized, validly issued and fully
      paid
      and non-assessable shares of capital stock of the Company; Mr. Wood will acquire
      good title to the B Shares free and clear of all liens, claims, security
      interests, covenants, restrictions, preemptive rights, or other encumbrances
      of
      any kind.

     

    3. Representations
      and Warranties of Mr. Wood.
      Mr.
      Wood represents and warrants to the Company that he has the authority to execute
      this Agreement, and that this Agreement, once executed and delivered, will
      upon
      the Effective Date be a valid and binding agreement of Mr. Wood enforceable
      against Mr. Wood in accordance with its terms. In addition, Mr. Wood represents
      and warrants to the Company that he:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a) acknowledges
      and understands that an investment in the B Shares represents a speculative
      investment involving a high degree of risk;

     

    (b) is
      acquiring the B Shares for his own account and not for resale and can bear
      the
      economic risk of an investment in the B Shares for an indefinite period of
      time;

     

    (c) acknowledges
      and understands that the issuance to him of the B Shares will not be registered
      under the Securities Act of 1933, as amended (the “Act”),
      or
      any state securities laws and, as a result, certificates representing the B
      Shares and the shares of Common Stock issuable upon the conversion of the B
      Shares (the “Conversion
      Shares”),
      will
      contain a legend, substantially stating that they have not been registered
      under
      the Act or any State securities laws, and that neither the Conversion Shares
      nor
      the B Shares (collectively, the “Securities”)
      may be
      transferred in the absence of either (i) an opinion of counsel satisfactory
      to
      the Company that such proposed transfer may be made lawfully without the
      registration under the Act and applicable state securities laws, or (ii)
      registration of such Securities with respect to the subject
      transfer;

     

    (d) is
      an
“accredited investor,” as that term is defined in Rule 501(a) under the
      Act;

     

    (e)
       acknowledges
      and understands that the Company will rely on his representations and warranties
      contained herein for purposes of claiming an exemption from the registration
      requirements under the Act and state securities laws; and

     

    (f) has
      reviewed and fully understands the Certificate of Designations.

     

    5. Jurisdiction,
      Etc.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without regard to the conflicts of laws principles
      thereof. The parties hereto hereby irrevocably agree that any suit or proceeding
      arising directly and/or indirectly pursuant to or under this Agreement, shall
      be
      brought solely in a federal or state court located in the City, County and
      State
      of New York. By its execution hereof, the parties hereby covenant and
      irrevocably submit to the in personam
      jurisdiction of the federal and state courts located in the City, County and
      State of New York and agree that any process in any such action may be served
      upon any of them personally, or by certified mail or registered mail upon them
      or their agent, return receipt requested, with the same full force and effect
      as
      if personally served upon them in New York City. The parties hereto expressly
      and irrevocably waive any claim that any such jurisdiction is not a convenient
      forum for any such suit or proceeding and any defense or lack of in
      personam
      jurisdiction with respect thereto. In the event of any such action or
      proceeding, the party prevailing therein shall be entitled to payment from
      the
      other party hereto of its reasonable counsel fees and
      disbursements.

     

    
      
         

      

      
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    6. General
      Provisions.
      This
      Agreement constitutes the entire agreement of the parties with respect to its
      subject matter, and all agreements and understandings among the parties with
      respect to its subject matter are embodied and expressed herein. This Agreement
      may be modified, amended, waived or revoked only in a writing signed by all
      parties. This Agreement may be executed in one or more counterparts and by
      facsimile, each of which shall be enforceable against the party actually
      executing such counterparts and all of which together shall constitute one
      instrument. This Agreement may not be assigned or otherwise transferred without
      the prior express written consent of the other party hereto. The rights, duties
      and obligations set forth herein shall inure to the benefit of and be binding
      upon any and all predecessors, successors and permitted assigns of the parties
      hereto.

     

    


     

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    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed as of the date first written
      above.

     

     

    
      	 	 	 
	 	WLG INC.:
	 
 	 
 	 
 
	 	By:  	/s/ Christopher
              Wood
	 	
              
Christopher
              Wood, Chief Executive Officer
	 	 
	 	 
	 	 
	 	/s/ Christopher Wood 
	 	
              
Christopher
              Wood, for
              himself